Dropship Agreement

DROPSHIP AGREEMENT

This Dropship Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Name: and Retailer Name: .

Recitals

WHEREAS, Supplier engages in the manufacture, distribution, or supply of certain products listed in Exhibit A and is willing to accept orders placed by Retailer for direct shipment to Retailer's customers pursuant to the terms set forth herein; and

WHEREAS, Retailer operates an online and/or physical retail business and desires Supplier to fulfill Retailer's customer orders by shipping products directly to Retailer's customers under Retailer's brand and order instructions.

WHEREAS, the parties desire to set forth their agreement concerning order handling, pricing, shipping, returns, confidentiality, and related matters.

1. Scope of Work

Supplier shall receive orders transmitted by Retailer, process such orders, pack Products, and ship Products directly to Retailer's customers in accordance with Retailer's order instructions and quality standards. Supplier shall not substitute products without Retailer's prior written consent. Supplier will maintain an up-to-date inventory feed and promptly notify Retailer of stock-outs or discontinued items.

2. Orders and Fulfillment

Order Acceptance: All orders placed by Retailer are subject to acceptance by Supplier. Supplier shall accept or reject orders within business days of receipt. Accepted orders will be fulfilled in accordance with shipping timelines below.

3. Pricing and Payment Terms

Pricing: Retailer shall pay Supplier for Products at the prices agreed in writing or as specified in the product price list. The parties agree that Supplier's wholesale price or commission is: per unit or as otherwise set forth in the parties' price schedule.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Supplier may assess a late fee of per month on overdue amounts.

4. Shipping; Title; Taxes

Shipping Responsibility: Supplier shall ship items FOB Supplier's facility unless otherwise agreed in writing. Risk of loss and title to Products shall pass to Retailer's customer upon delivery to the carrier at Supplier's facility unless the parties agree otherwise in writing.

Taxes: Retailer is responsible for collecting and remitting applicable sales and use taxes with respect to retail sales to end customers unless Supplier is legally required to collect such taxes. Each party shall comply with applicable tax laws and provide reasonable cooperation for tax reporting.

5. Returns, Refunds and Defects

Returns: Returns shall be handled in accordance with the parties' return policy set forth below. Supplier shall accept returns for defective or incorrect items at Supplier's expense. For returns initiated for other reasons, the parties may agree to a restocking fee of which will be deducted from any refund due to Retailer.

6. Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature. The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already in the receiving party's possession without restriction, or is independently developed without use of the other party's Confidential Information.

7. Warranties; Indemnification; Insurance

Supplier represents and warrants that (i) all Products shipped pursuant to this Agreement shall conform to the product descriptions provided to Retailer, (ii) Products shall be free from material defects in materials and workmanship under normal use, and (iii) Supplier shall comply with all applicable laws and regulations concerning the manufacture, packaging and labeling of Products. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification: Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct, breach of this Agreement, or violation of law.

8. Term and Termination

Term: This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, continue until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice or immediately for insolvency, bankruptcy, or cessation of business operations.

9. Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the other party's prior written consent, except to an affiliate or in connection with a sale of substantially all of its assets or equity provided the assignee assumes the assigning party's obligations.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship for any other purpose.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by written notice in accordance with this paragraph.

10. Entire Agreement

This Agreement, together with any Exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, representations, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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